Nearly half a million Americans receive buprenorphine for opioid dependence treatment. Approximately 40% of those seeking treatment with buprenorphine have pain that interferes with daily activities and affects drug treatment outcomes, yet no effective non-pharmacological therapies exist to improve pain outcomes. Developing a novel pain treatment is complicated by the fact that among opioid dependent patients, pain often co-occurs with depression. This project will develop a collaborative treatment, in which behavioral health specialists (BHS: social workers, nurses, psychologists) and primary care providers (PCPs) share a unified plan for addressing pain and depression in patients receiving buprenorphine in office-based settings. This collaborative therapy, entitled TOPPS (Treating Opioid Patients' Pain And Sadness), builds upon behavior therapy that targets a reduction in behavioral avoidance and an increase in behavioral activation. Achievement of the Specific Aims will occur in the context of two phases. First, we will conduct an iterative open trial of TOPPS (n=15). Next, we will conduct a pilot randomized clinical trial (n=40) with two treatment arms, TOPPS and Health Education. Pain will be the primary outcome variable assessed, and depression and illicit substance use will be the secondary outcome variables. The Aims of this project are: 1. To develop and refine TOPPS so that it meets standards of feasibility and acceptability for primary care physicians (PCPs), behavioral health specialists (BHSs), and participants (open trial and pilot RCT); a. To develop, field-test, and finalize a TOPPS manual; b. To develop a reliable measure of BHS adherence to the manual; c. To develop, field-test, and finalize BHS training and supervision procedures; 2. To refine research procedures (e.g., consent process, randomization process, and assessment procedures), and establish their feasibility and acceptability to participants (pilot RCT) while confirming recruitment goal targets. This line of work could lead to the incorporation into buprenorphine care of theoretically-driven and effective mental health treatment for patients with pain and depression. This would be the first empirically-tested therapy protocol that specifically integrate treatment of these conditions in substance abuse research. We believe that this treatment will lead to improved pain, depression, and substance abuse outcomes.